Tele2: Notice of Extraordinary General Meeting on 21 February 2006
24 Gennaio 2006 - 6:23AM
Business Wire
The Board of Directors of Tele2 AB (publ)(NASDAQ:TLTOA, TLTOB)
(STO: TEL2A, TEL2B) has resolved to convene an Extraordinary
General Meeting to be held in Stockholm on 21 February 2006. The
Extraordinary General Meeting shall resolve on a new incentive
program for senior executives and other key employees in the Group
and, in relation to the new Companies Act, also resolve on
amendments to the Articles of Association and on an authorisation
of the Board of Directors to raise certain loans. THE SHAREHOLDERS
IN TELE2 AB (publ) are hereby invited to an Extraordinary General
Meeting on Tuesday, 21 February 2006 at 1 p.m. CET at Pontus by the
Sea, Tullhus 2, Skeppsbron, in Stockholm. NOTIFICATION Shareholders
who wish to participate in the Extraordinary General Meeting shall:
- have their names entered in the register of shareholders
maintained by VPC AB (the Swedish Securities Register Centre) on
Wednesday, 15 February 2006; and - notify the company of their
intention to participate no later than 1.00 p.m CET on Wednesday,
15 February 2006. The notification can be made on the company's
website, www.tele2.com, by telephone +46-433-747 56 or in writing
to the company: -0- *T Tele2 AB P.O. Box 2094 SE-103 13 Stockholm,
Sweden *T When giving notice of participation, the shareholder
should state name, personal identification number (or company
registration number), address, telephone number, shareholdings and
any advisors attending. Shareholders who wish to be represented by
a representative shall submit a written power of attorney giving
authorisation to a specific person together with the notice of
participation. Written notifications should be marked "EGM".
Shareholders whose shares are registered in the name of a nominee
must temporarily re-register the shares in their own name in order
to be entitled to participate in the Meeting. Shareholders wishing
to re-register must inform the nominee well in advance of
Wednesday, 15 February 2006. -0- *T PROPOSED AGENDA 1. Election of
Chairman of the Meeting. 2. Preparation and approval of the voting
list. 3. Approval of the agenda. 4. Election of one or two persons
to check and verify the minutes. 5. Determination of whether the
Meeting has been duly convened. 6. Decision to amend the Articles
of Association. 7. Incentive program, comprising the following
resolutions: a. Adoption of incentive program. b. Issue of warrants
for on-selling to employees. c. Authorisation for the Board of
Directors to resolve to issue warrants for ensuring the incentive
program. 8. Decision to authorise the Board of Directors to raise
certain loans. 9. Closure of the Meeting. *T AMENDMENTS OF THE
ARTICLES OF ASSOCIATION (item 6) The Board of Directors proposes
that the Meeting resolves to amend the Articles of Association for
the purpose of adapting the Articles of Association to the
requirements of the new Companies Act. The proposal of the Board of
Directors involves amendments meaning essentially that the
provision on the nominal value of a share is replaced with a
provision regarding the minimum and maximum number of shares, that
shareholders shall have preferential rights regarding share issues
where payment is not made against capital contributed in kind and
that such preferential rights shall apply for issues of warrants
and convertible bonds, that the notice to general meetings shall be
published in Post- och Inrikes Tidningar and Svenska Dagbladet and,
moreover, some editorial changes are proposed. INCENTIVE PROGRAM
(item 7) In order to implement the proposed incentive program, the
Board of Directors proposes that the Meeting resolves in accordance
with items a - c below. All resolutions are proposed to be
conditional upon each other. The proposal is supported by the major
shareholders, including inter alia AMF Pension, Emesco AB, Fjarde
AP-fonden, Investment AB Kinnevik, SEB Fonder and SEB Trygg Liv.
Adoption of Incentive Program (item 7 a) The Board of Directors
proposes that the Meeting resolves to adopt an incentive program
for senior executives and other key employees within the Tele2
group. The incentive program means that employees are offered a
combination of warrants and stock options, which entitle them to
purchase Class B shares in the company under the terms stipulated
below. The participants in the incentive program shall be offered
to purchase warrants on market terms. For each warrant purchased,
the participant will be offered a maximum of two stock options for
free, each carrying the right to purchase one Class B share. The
subscription price of the warrants and the acquisition price of the
stock options shall equal 110 per cent. of the average last closing
price of the company's Class B share during ten trading days
immediately following the Extraordinary General Meeting. The
warrants are proposed to run for approximately three years and the
stock options are proposed to run for approximately five years. The
stock options are not transferable and the right to exercise the
stock options requires that the holder is still employed within the
Tele2 group at the time of exercise. Options are proposed to be
allocated annually during a three-year period and the annual
allocation will be based on the last year's performance, and
consequently the number of participants and individual allocation
may vary over the duration of the incentive program. The Board of
Directors intends to make proposals to the Annual General Meetings
of 2007 and 2008 regarding annual allocations in accordance with
the above principles. Participation in the incentive program for
2007 and 2008 will be conditional upon that certain established
result and business oriented performance conditions are fulfilled.
The annual allocation is proposed to comprise warrants and stock
options entitling to approximately 3,177,000 Class B shares, which
means that warrants and stock options entitling to 9,531,000 Class
B shares will be issued during the period 2006 - 2008. On deciding
upon the maximum annual allocation, the Board of Directors will
consider whether the established result and business oriented
performance conditions have been met by the senior executives. The
scope of the incentive program for the first year is proposed to
amount to a maximum of 1,059,000 warrants and a maximum of
2,118,000 stock options. The managing director will be offered to
purchase a maximum of 100,000 warrants and be offered a maximum of
200,000 stock options, members of the Group Executive Board (three
individuals) will be offered to purchase a maximum of 50,000
warrants each and be offered a maximum of 100,000 stock options
each, and the other senior executives (approximately 28
individuals) will be offered to purchase a maximum of 36,000
warrants each and be offered a maximum of 72,000 stock options
each. The Board of Directors proposes that maximum allocation
should be offered to the participants in the program. The maximum
dilution effect for 2006 is calculated to amount to at most 0.72
per cent. of the share capital and at most 0.37 per cent. of the
votes, provided full subscription and full exercise of all warrants
and stock options. The Extraordinary General meeting is informed
that the Board of Directors considers to encourage participation in
the incentive program by committing to a cash bonus to be paid
three years after the purchase of the warrants and stock options.
The cash bonus will only be paid if the warrants, stock options
and/or Class B shares acquired through warrants and stock options
are still held by the participant and if the participant is still
employed within the Tele2 group. The bonus may amount to a maximum
of the difference between the purchase price for the warrants and
two (2) per cent. of the value of the total number of underlying
Class B shares at the time of the acquisition of the warrants and
the grant of the stock options. The rationale for the deviation
from shareholders' preferential rights is that the Board of
Directors of Tele2 AB (publ) considers that the employees' personal
investment will strengthen their loyalty, improve the conditions
for the company's continued demands on profitability and create an
opportunity for the employees to take part in the group's
development. The incentive program will constitute a competitive
incentive for senior executives and a motivating offer for other
key employees within the group. Issue of warrants for on-selling to
employees (item 7 b) The Board of Directors proposes that the
Meeting resolves to issue a maximum of 1,059,000 warrants, each
entitling the holder to subscribe for one new Class B share.
Wholly-owned subsidiaries of Tele2 AB (publ) shall be entitled to
subscribe and shall transfer the warrants to the participants in
the incentive program on market terms and in accordance with the
provisions in item 7 a above. Subscription for Class B shares
through the warrants may take place during 25 February - 25 May
2009. The subscription price for one Class B share shall amount to
110 per cent. of the average last trading price of the company's
Class B share during ten trading days immediately following the day
of the Extraordinary General Meeting. The rationale for the
deviation from shareholders' preferential rights is to implement
the incentive program set out in item 7 a above. Authorisation for
the Board of Directors to pass resolutions regarding the issue of
warrants for ensuring the incentive program (item 7 c) The Board of
Directors proposes that the Meeting resolves to authorise the Board
of Directors, until the next Annual General Meeting, on one or
several occasions, to resolve to issue a maximum of 2,118,000
warrants, each entitling to subscription of one Class B share. The
warrants shall solely be exercised in order to ensure delivery of
Class B shares under the stock options. Wholly-owned subsidiaries
of Tele2 AB (publ) shall be entitled to subscribe. The rationale
for the deviation from the shareholders' preferential rights is to
ensure fulfilment of the company's obligations under the terms of
the stock options in the incentive program described above under
item 7 a. DECISION TO AUTHORISE THE BOARD OF DIRECTORS TO RAISE
CERTAIN LOANS (item 8) The Board of Directors proposes that the
Meeting resolves to authorise the Board of Directors, until the
next Annual General Meeting, on one or several occasions, to
resolve to raise certain loans that are subject to the provisions
in Chapter 11 Section 11 of the Swedish Companies Act (2005:551).
The terms and conditions of such loans shall be based on market
terms. The rationale for the authorisation is that the company
shall be able to raise such loans on terms favourable to the
company, e.g. by making the interest dependent upon the performance
or financial position of the company. According to the provisions
of the new Companies Act, that entered into force on 1 January
2006, a decision to raise such loans must now be resolved by the
General Meeting or by the Board of Directors, if the Board of
Directors has been authorised by the General Meeting. OTHER
INFORMATION Resolutions in accordance with item 7 above are
proposed to be conditional upon the Meeting resolving in accordance
with all of the Board of Directors' proposals under item 7. The
resolutions set out in item 7 must be supported by shareholders
representing at least 9/10 of both the share capital and the number
of votes represented at the Meeting. The complete text of the Board
of Directors' proposals will be held available on the company's
website www.tele2.com and at the company's offices at Skeppsbron 18
in Stockholm as of Tuesday, 7 February 2006. Shareholders may
request these documents from the company, upon which the material
will be dispatched by mail or email. Stockholm, January 2006 BOARD
OF DIRECTORS Tele2 is Europe's leading alternative telecom
operator. Tele2 always strives to offer the market's best prices.
With our unique values, we provide cheap and simple telecom for all
Europeans every day. We have more than 30 million customers in 23
countries. We offer products and services in fixed and mobile
telephony, Internet access, data networks, cable TV and content
services. Our main competitors are the former government
monopolies. Tele2 was founded in 1993 by Jan Stenbeck and has been
listed on Stockholmsborsen since 1996. In 2004 we had operating
revenue of SEK 43 billion and reported a profit (EBITDA) of SEK 6.6
billion. This information was brought to you by Waymaker
http://www.waymaker.net
Grafico Azioni Tele2 (NASDAQ:TLTOB)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Tele2 (NASDAQ:TLTOB)
Storico
Da Giu 2023 a Giu 2024